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b. Governing Law. This Agreement and the duties, responsibilities, obligations and <br /> rights of respective parties hereunder shall be governed by the laws of the State of <br /> North Carolina. <br /> c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek <br /> damages with respect to any provision of, or the performance or non-performance <br /> of, this Agreement shall be brought in the General Court of Justice of North <br /> Carolina sitting in Orange County,North Carolina. It is agreed by the parties that <br /> no other court shall have jurisdiction or venue with respect to such suits or actions. <br /> The Parties may agree to nonbinding mediation of any dispute prior to the bringing <br /> of such suit or action. <br /> d. Entire Agreement. This Agreement represents the entire and integrated agreement <br /> between the County and the Provider and supersedes all prior negotiations, <br /> representations or agreements, either written or oral. This Agreement may be <br /> amended only by written instrument signed by both parties. Modifications may be <br /> evidenced by facsimile signatures. <br /> e. Severability. If any provision of this Agreement is held as a matter of law to be <br /> unenforceable, the remainder of this Agreement shall be valid and binding upon <br /> the Parties. <br /> f. Non-Appropriation. Provider acknowledges that County is a governmental entity, <br /> and the validity of this Agreement is based upon the availability of public funding <br /> under the authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the <br /> performance of County's obligations under this Agreement, then this Agreement <br /> shall automatically expire without penalty to County immediately upon written <br /> notice to Provider of the unavailability and non-appropriation of public funds. It is <br /> expressly agreed that County shall not activate this non-appropriation provision for <br /> its convenience or to circumvent the requirements of this Agreement, but only as <br /> an emergency fiscal measure during a substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or <br /> mandated functions, by state and/or federal legislative or regulatory action, which <br /> adversely affects County's authority to continue its obligations under this <br /> Agreement, then this Agreement shall automatically terminate without penalty to <br /> County upon written notice to Provider of such limitation or change in County's <br /> legal authority. <br /> g. Notices. Any notice required by this Agreement shall be in writing and delivered <br /> by certified or registered mail,return receipt requested to the following: <br /> Orange County Provider's Name <br /> Attention: Colleen Bridger Theodore Oldenberg <br /> P.O. Box 8181 734 Cedar Club Circle <br /> Hillsborough,NC 27278 Chapel Hill,N.C. 27278 <br /> 6 <br />